Bristol Myers Squibb completes $14 billion acquisition of Karuna Therapeutics from PureTech

2024-03-19

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This acquisition marks a significant milestone in the healthcare industry, particularly in the field of neuroscience, as it focuses on a potential first-in-class, small molecule muscarinic modulator known as KarXT treatment for schizophrenia in adults, which was invented at PureTech.

Eric Elenko, chief innovation officer at PureTech, said: “This acquisition recognizes the enormous potential of KarXT to help millions of people with schizophrenia in need of a new therapeutic option, and BMS will provide the global leadership to maximize the reach of KarXT.” He expressed the importance of the milestone for both PureTech and Karuna, stressing the therapeutic approaches they've been advancing.

KarXT, if approved, would represent the first new mechanism of action for patients with schizophrenia in over 50 years, signifying a groundbreaking advancement in the treatment landscape. PureTech, with its approximately 2.3% ownership stake in Karuna as of February 15, 2024, is set to receive approximately $293 million in gross proceeds from the transaction. Additionally, PureTech retains the right to receive milestone payments upon the achievement of certain regulatory approvals, as well as royalties on net sales, under its license agreement with Karuna.

Chris Boerner, chief executive officer of Bristol Myers Squibb, says he is excited by the expansion of the company's neuroscience portfolio through the acquisition of Karuna. He highlighted the significance of adding KarXT, an antipsychotic with a novel mechanism of action, to Bristol Myers Squibb's pipeline. KarXT is currently in registrational trials for adjunctive therapy to existing standard of care agents in schizophrenia and for the treatment of psychosis in patients with Alzheimer's disease, with potential expansion to additional indications.

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"We are excited to expand our neuroscience portfolio as we welcome Karuna to Bristol Myers Squibb," said Chris Boerner, chief executive officer of Bristol Myers Squibb.

"Importantly, this transaction aligns with our commitment to strengthening BMS's growth profile in the latter half of the decade and beyond. We look forward to working with Karuna's talented team to bring KarXT to patients with schizophrenia later this year."

The completion of the acquisition underscores Bristol Myers Squibb's commitment to strengthening its growth profile in the coming years. Despite the expected dilution to Bristol Myers Squibb's non-generally accepted accounting principles (GAAP) diluted earnings per share by approximately $0.30 in 2024 from the financing cost of the transaction, the company anticipates offsetting operational expenses through disciplined resource allocation, cost efficiencies, and portfolio prioritization.

The transaction, structured as an asset acquisition, will result in an approximately $12 billion one-time, non-deductible Acquired In-Process Research and Development (Acquired IPR&D) charge, impacting both GAAP and non-GAAP earnings per share. Bristol Myers Squibb plans to provide updates to its financial outlook when it reports first-quarter 2024 results on April 25, 2024.

In conclusion, the completion of Bristol Myers Squibb's acquisition of Karuna Therapeutics represents a significant development in the field of neuroscience, with the potential to revolutionize the treatment of schizophrenia and other psychiatric conditions. The collaboration between PureTech, Karuna, and Bristol Myers Squibb exemplifies the industry's commitment to advancing innovative therapies that address unmet medical needs and improve patient outcomes.

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